NO EVIDENCE: Martin Kemp kept his own counsel during his three week trial. Source: The Courier-Mail

MARTIN Kemp, a former executive director of childcare giant ABC Learning Centres, spent the past three weeks of his criminal trial sitting quietly in a dark suit and tie, occasionally asking the security officer next to the dock for a cup of water.

His bearded face stayed expressionless - inscrutable - even as accusations rained down from black-robed lawyers only metres away.

Sometimes during breaks he walked to a nearby food court, eating a meal from a plastic tray by himself.

His case was a rare criminal trial entwining a big-name business; Brisbane-based ABC operated in four nations before collapsing in November 2008.

The case raised issues about share-linked loans, control over a chief executive officer and declarations of interests.

It stemmed from Mr Kemp's sale of his three childcare facilities and land to ABC on January 11, 2008.

One charge was Kemp had dishonestly used his position to gain an advantage for himself in that deal. The other was of dishonestly failing to exercise his duties in good faith at a board meeting in February, at which he allegedly did not disclose the transaction.

The only time Mr Kemp spoke was to say "not guilty". He did not give evidence.

Born in Toowoomba, Mr Kemp, 54, ran ABC's Australian and New Zealand operations. He refrained from making independent decisions, rather seeking approval from ABC chief Eddy Groves, the District Court was told.

He had millions of dollars in margin loans linked to shares and the prosecution, led by Alan MacSporran, argued ABC's falling stock price piled on margin loan pressure, so a financially "desperate" Mr Kemp sold the centres.

But Mr Kemp's lawyers, led by Neil Clelland, illustrated the pressure differently, explaining how a director selling shares could spook investors.

They raised how ABC chairwoman Sallyanne Atkinson had asked Kemp if he had an alternative to selling shares.

"(The centre sale) has everything to do with the desperation of the board of ABC Learning that Mr Kemp not dump ABC shares," Mr Clelland said. "(Kemp) was desperate not to do any more damage to the company's share price."

In fact, Mr Clelland argued, Mr Kemp could have dumped all his ABC shares and "had change", but sold the centres instead.

The prosecution argued that Mr Kemp labelling the centres as unsuitable for ABC in an email sent to Mr Groves in early November 2007, partly showed him dishonestly using his position.

"None of these (centres) would suit ABC," Mr Kemp wrote. A contractor had also initially recommended internally that ABC "not buy" the centres, the jury saw in emails.

The prosecution highlighted other oddities.

The deposit was unusual - $3 million in total against the usual $10,000 a centre - and released immediately instead of going into a trust account.

But the defence argued urgency drove this transaction, and Kemp was known to ABC - while a trust account was to stop strangers bolting. They also countered that the centre prices were within ABC requirements, and the contractor ultimately produced statements recommending the facilities be bought.

Lawyers spent hours analysing the authority of Mr Groves, whom a witness described as a quick mover who "expects people to move at the same pace he does, in the same direction, and immediately".

The prosecution had argued Mr Groves lacked the authority to OK the deal, and knew the transaction was dishonest.

But the defence retorted the board had given "free rein" to Mr Groves and a charter allowed him to OK the deal.

The issue was so crucial Justice Terence Martin told the jury if they accepted Mr Groves may have had the authority, there was "no scope for concluding beyond reasonable doubt that Mr Kemp knew or believed Mr Groves did not have the relevant authority".

Another argument lay around a board decision in November 2007. The prosecution had argued, relying on evidence from non-executive directors, that the board had decided on a temporary cessation of a centre acquisition program, Justice Martin said.

But Justice Martin said the company secretary had told the court she thought the ban had only related to board approvals for new centres rather than stopping all acquisition activity.

Another question surrounded Mr Kemp allegedly keeping silent in February, when all directors were asked to declare related party transactions at the beginning of a meeting. Mr MacSporran argued the only reason for non-disclosure was that Kemp knew the deal was improper and dishonest.

But Mr Clelland said Mr Kemp had disclosed the deal later to auditors and referred to evidence of his client attempting to speak later at that meeting about ABC's board approving contracts for centre purchases, only to be "shut up" by a non-executive director.

"What was he going to say, or not say?" Mr Clelland asked the jury. "Can you say over four years later what went through Mr Kemp's mind?"

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